EXHIBIT 10.23.1
FORM OF TERM NOTE (REFERENCE ATTACHED SCHEDULE)
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AMOUNT: AMHERST, NEW YORK
PAYOR: DATE:
FOR VALUE RECEIVED, the undersigned ("Borrower") promises to pay to the order of
INTERNATIONAL IMAGING MATERIALS, INC. ("IIMAK") at its offices at
310 Commerce Drive, Amherst, New York 14228, the sum of
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and /100 ($ ) or, if less, the aggregate unpaid principal amount
of all advances made by IIMAK to the Borrower pursuant to the terms of this
Note.
Borrower may obtain advances under this Note up to the principal sum hereof by
making requests of IIMAK from time to time either orally or in writing (herein
called "Loan Requests"). If IIMAK, in its sole discretion, decides to honor a
Loan Request, then IIMAK shall advance the amount of the Loan Request to
Borrower. In addition, IIMAK and the Borrower shall endorse the grid attached
hereto, which is a part of this Note, accordingly.
All payments made on account of principal hereof shall be endorsed by both IIMAK
and Borrower on the attached grid. One-third of the principal sum hereof, or if
less, the entire remaining unpaid principal balance, is due and payable on each
of May 1, 1997, 1998 and 1999. Irrespective of these scheduled repayments, this
Note shall be immediately due and payable upon the termination of the Borrower's
employment with IIMAK for any reason. The holder of the Note has full recourse
against all of the Borrower's assets for collection of the unpaid principal
balance on the Note. The Borrower shall have the right to prepay at any time,
without premium or penalty, any or all of the principal indebtedness under this
Note.
Any holder of the Note may declare all indebtedness evidenced by this Note to be
immediately due and payable upon: (1) the filing by or against the Borrower of a
request or petition for reorganization, arrangement, adjustment of debts,
adjudication as a bankrupt, relief as a debtor or other relief under the
bankruptcy, insolvency or similar laws of the United States or any state or
territory thereof or any foreign jurisdiction, now or hereafter in effect; or
(2) the making of any general assignment by the Borrower for the benefit of
creditors.
This Note shall not bear interest until maturity. After maturity (whether on
acceleration or otherwise), this Note shall bear interest on the unpaid
principal balance at a rate of twelve percent (12%) per annum. Interest shall
be calculated on the basis of one three hundred sixty-fifth (1/365th) of the
above specified rate in effect for each calendar day such principal balance is
unpaid.
No failure by the holder of this Note to exercise, and no delay in exercising,
any right or power hereunder shall operate as waiver thereof, nor shall any
single or partial exercise by such holder of any right or power hereunder
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the holder hereof as herein
specified are cumulative and not exclusive of any other rights or remedies which
such holder may otherwise have.
No modification, rescission, waiver, forbearance, release or amendment of any
provisions of this Note shall be made, except by a written agreement duly
executed by the Borrower and the holder hereof.
The Borrower hereby waives diligence, presentment, protest and demand, and also
notice of protest, demand, dishonor and nonpayment of this Note.
The Note shall be governed by the laws of the State of New York. The Borrower
agrees to pay all costs and expenses incurred by the holder hereof in enforcing
this Note, including, without limitation, actual attorneys' fees.
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Date Borrower
SCHEDULE OF DEMAND AND TERM NOTES OF PERSONS
INDEBTED TO INTERNATIONAL IMAGING MATERIALS, INC.
IN AN AGGREGATE AMOUNT IN EXCESS OF $60,000
Date of Payor of Type of Amount of
Note Note Note Note
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April 10, 1996 John W. O'Leary Term $ 47,626.00
February 24, 1997 John W. O'Leary Demand 63,725.33
March 26, 1997 John W. O'Leary Demand 421,878.34
June 16, 1997 John W. O'Leary Demand 184,280.37
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$717,510.04
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April 10, 1996 Nick S. Mandrycky Term $ 13,757.33
May 8, 1995 Nick S. Mandrycky Demand 56,959.53
November 26, 1996 Nick S. Mandrycky Demand 10,852.97
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$ 81,569.83
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April 10, 1996 David B. Lupp Term $ 10,769.33
September 19, 1995 David B. Lupp Demand 29,627.62
March 25, 1996 David B. Lupp Demand 3,860.00
March 29, 1996 David B. Lupp Demand 24,495.12
December 4, 1996 David B. Lupp Demand 7,330.00
March 26, 1997 David B. Lupp Demand 22,467.94
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$ 98,550.01
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